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. CONTRACT FOR PROFESSIONAL SERVICES Virgin Islands, by and between the Government of the V’ Vitin Islands, Department of Property and Procurement, on behalf of the Department of Public Works (hereinafter referred to as "Government") and Bradford E. Marshall Jr., d/b/a Mars Construction Consultants (hereinafter referred to as "Contractor"), THIS AGREEMENT is made this js day of Se pce bas 20.19, in the Territory of the WETNESSETH: WHEREAS, the Government is in need of the services. of a Contractor to provide Program Management Assistance in the administration of The Federal-aid Highway. Program which duties and responsibilities are more particularly described in Addendum I (Scope of Services) attached ‘hereto; and WHEREAS, the Contractor was selected in accordance with 3) VLC. § 239(a) (4) contractual services may be procured without observing the provisions of 31 §V.LC. 236 provided that the contract is far professional! services and the services are procured by competitive negotiation, wherever practicable; and WHEREAS, the Contracior represents that it is willing and capable of providing such services: and NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be. legally bound by this written instrument, the parties hereto do covenant and agree as follows: 1. SERVICES The Contractor will provide the services described in Addendum 1 (Scone of Services) attached herete and made a part af this contract. 2. TERM Upon execution of this Contract by the Commissioner of the Department of Property and Procurement the Contract shall be effective fora Term beginning from September 1, 2019 to August 31, 2022. The Government in its sole discretion, shall have the option to renew this Contract for a period of one additional year subject to the same terms noted herein, by providing. the Contractor with sixty (60).days written notice of the Government's election to renew: 3. COMPENSATION The Government, in consideration of the satisfactory performance of the services.described. in. Addendum { (Scope of Services), agrees to pay Contractor the sum of Three Hundred Forty- Four Thousand Six Hundred Seventy-Two Dollars.and No Cents ($344,672.00) in accordance with the provisions set forth in Addendum $1 (Compensation) attached hereto and made a part of this contract. { PQ 4 j ) PW C ] 9 Contractor's: Initials: Tat Contract No.. 4. TRAVEL EXPENSES Inclusive of the compensation for services as Specified in Paragraph 3 (Compensation) above, the Government agrees to pay documented transportation, subsistence, lodging and other travel expenses, while in travel status, for trips which have been: authorized in writing, in'advance, by the Government. These costs shall be advanced or reimbursed on the same basis. as is applicable to non-contract employees: of the Government, or as agreed to by an addendum to this. Contract, however, said costs and expenses. shall not exceed Ten Thousand Dollars and No Cents ($10,000.00). The Contractor when applicable, will present documented precise records of time and/or money expended under this Contract. 6. PROFESSIONAL STANDARDS The Contractor. agiees-to maintain the professional standards applicable to its profession and to consultants doing. business in the United States: Virgin Islands. 7. DOCUMENTS, PRINTOUTS, ETC. All documents, books. records, instructional materials, ptograms, printouts. and memoranda of every description derived thereftom and pertaining to: this Contract shalt become the property of the Government and shall be turned over to it at the termination of this. Contract. The above described materials shall not be used by Contractor or by any other person or entity except upon the written permission of the Government. 8. LIABILITY OF OTHERS Nothing in this Contract shall be construed to impose any liability upon the Government to persons, firms, associations, or corporations: engaged by Contractor as. servants, agents, or independent contractors, or in any other capacity whatsoever, or make Government liable to any such persons, firms, associations, or corporations for the acts, omissions, liabilities, obligations and ‘taxes: of Contractor of whatsoever nature, including but not limited. to unemployment insurance, gross receipt, excise, and social security taxes for Contractor, its servants, agents or independent. contractors. 9, ASSIGNMENT The Contractor shall not subcontract or assign any part of the services under this Contract without the prior written consent of the Government. ‘10. INDEMNIFICATION ty — po 41 DPHS 7 vi Contractor's Initials: “BT Contract No. Contractor. agrees to. indemnify..defend and hold harmless Government from and against: any and all loss, damage, liability, claims, demands, detriments, costs, charges and expenses (including attorney's fees) and causes of action of whatsoever character which Government may incur, sustain:or be subjected to, arising out of-or in any way connected. to the services to be performed by Contractor under this Contract and arising from any cause, except the sole negligence of Government. 11. INDEPENDENT CONTRACTOR. The Contractor ‘shall perform this Contract as an independent contractor and. nothing herein contained shall be construed to be inconsistent with this relationship. or status. 12. GOVERNING LAW This Contract shali be governed by the laws of the United States. Virgin Islands and jurisdiction shall remain in the United States Virgin Islands. 13. WAIVERS AND-AMENDMENTS No waiver, modification or amendment of any term, condition, or provision of this Contract shall bé valid or of any force or effect-unless made in writing, signed by the parties hereto or their duly authorized representatives, and specifying with particularity the nature and extent of such waiver, modification or amenditient. Any such waiver, modification or amendment in any instance or instances shall] inno event be construed to be a general waiver, modification or amendment. of.any of the terms, conditions or provisions of this Contract, but the same shall be strictly limited and &estricted to the extent and occasion specified in stich.signed writing or writings. 14. ENTIRE AGREEMENT This agreement constitutes the entire agreement of the parties relating 16 the subject matter addressed in this. Agreement. This agreement supersedes all prior communications, contracts, or agreements between the parties with respect to the subject matter addressed in this agreement, whether written or oral. 15. RIGHT TO WITHHOLD If work under this Contract is not performed in accordance with the terms hereof, Government will have the right to. withhold-out of any payment due to-Contractor, such sums as Government may deem ample to protect it against loss or to assure. payment of claims arising therefrom, and, at.its option, Government may apply such sums in such manner as Government may deem proper to secure itself or to satisfy such claims. Government. will immediately notify the Contractor in writing in the event that it elects to exercise its right to withhold. Lad. Contract ‘No. Pp 0 4 ] D p W C 7] 9 . Contractor's {nitials: “Pom No such withholding.or application shall be made by Governnient if.and while Contractor gives satisfactory assurance to Government that such claims will be paid by Contractor or its insurance carrier, if applicable in the event that such contest is not successful. 16. CONDITION PRECEDENT This Contract shall be subject to the-availability and appropriation of funds and to the approval of the Commissioner of the Department of Property and Procurement. 17. TERMINATION Either party will have the right to terminate this Contract with of without cause on Thirty Days (30) days written notice to the other party specifying the date of termination. 18. PARTIAL TERMINATION The performance of work under this Contract may be terminated by the Government, in part, whenever the Government shall deem such termination advisable by providing Thirty Days (30). days written notice to the Contractor, This partial termination sliall be effected by delivering to the Contractor a Notice of Partial Termination specifying the extent to which the term and/or duties under this Contract are terminated and the date upon which such termination becomes effective. The Contractor shall be entitled to receive payment for services provided to the date. of termination, including payment for the periad of the Thirty Days (30) day notice. 19, NON-DISCRIMINATION No person shall be excluded from participating in, be denied the proceeds of or-be subject to discrimination in the performance of this Cantract on account of race, creed, color, sex, religion, disability or national origin. 20. CONFLICT OF INTEREST (a) Contractor covenants that it has no interest and will not acquire any’ interest direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Contract. (by Contractor further covenants that itis: (1) not 4 territorial officer or employee {i.e., the Governor, Lieutenant Governor, member of the Legislature, or any other elected territorial official: or an officer or employee of the legisiative, exectitive or judicial branch of the Government. or any agency, board, commission or independent instrumentality’ of the Government, whether compensated on a salary, fee or contractual basis); or (2) a territorial officer or employee and, as such, has: PO A 7} D PRE 14 Contractar's initials: Ba 7 Coniract Ne (i) familiarized itself with the provisions of Title 3, Chapter 37 of the Virgin ) Islands Cade, pertaining to. conflicts of interest, including the penalties provision set forth in section 1108 thereof; (it) not made, negotiated or influenced this Contract, in tts official capacity; and (iii) no financial interest in the Contract as that term is defined in section 1161(1) of said Code chapter, 21. EFFECTIVE DATE The effective date of this Contract shall be the day of execution of the Contract by. the Commissioner of the Department of Property and Procurement. 22. NOTICE Any notice required to be given by the Terms of this Contract shall be deemed to have been given when the same is’sent by certified mail, postage prepaid or personally delivered, addressed to the parties as follows: GOVERNMENT Anthony D. Thomas Commissioner Department of Property and Procurement 8201 Subbase, Suite 4 St. Thomas. Virgin Islands 00802 Nelson M. Petty Jr, Commissioner Department of Public Works 8244 Subbase St. Thomas Virgin Islands 00802 CONTRACTOR Mr. Bradford E. Marshall Jr. d/b/a Mars Construction Consultants 6-H Little Princesse Hill, PO.Box 822 St. Croix, USVI 00821-822 23, LICENSURE The Contractor covenants that it has: (a) obtained all of the applicable licenses or permits, permanent, temporary or otherwise as required by Title 27 of the Virgin Islands Code; and (b) familiarized itself-with the applicable provisions of Title 27 of the Virgin {slands Code pertaining to professions and occupations. a : Contractor's initials: Gea yo 24. OTHER PROVISIONS Addenda I and II attached hereto are a part of this Contract and are-incorporated herein by reference, 25. DEBARMENT CERTIFICATION By execution of this contract, thé contractor certifies.that it is eligible to receive contract awards using federally: appropriated funds and that it has not been suspended or debarred from entering into contracts with any federal agency.. The Contractor shall include this provision in each of its subcontracts hereunder and’shall furnish its subcontractors with the current “LIST OF PARTIES EXCLUDED FROM FEDERAL PROCUREMENT OR NON PROCUREMENT™. In the event the Contractor or any subcontractor misrepresents its eligibility. to receive contract awards using federal funds, the Contractor orsubcontractor agrees that it shall not be entitled to: payment for any work performed under this contract or any subcontract and that the Contractor of subcontractor shall promptly reimburse the Government of the Virgin Islands for any progress payments heretofore made. 26. FALSE CLAIMS Contractor warrants that it shall not, with respect to this Contract, make or present any claim upon or. against the Government of the Virgin Islands, or any officer department, board, commission, or other agency thereof, knowing such claims to be false, fictitious or fraudulent. Contractor acknowledges that inaking such a false, fictitious or fraudulent-claim is an offence under Virgin Isfands law. 27. NOTICE OF FEDERAL FUNDING Contractor acknowledges that this Contract is funded, in whole or in- part, by federal funds. Contractor ‘warrants. that: it shall not, with-respect to this Contract, make or present any ‘claim knowing such claim to be false, fictitious, or fraudulent. Contractor acknowledges that making ‘such a false, fictitious, or fraudulent claim is a federal offence. if Contractor’s Initials: Pda Contract No. p fj Ay D Pu i ‘vm 4 anewunsenwet in [INTENTIONALLY LEFT. BLANK] PO 4 1D vy c | 9 q Contractor's Initials: Bae ge Contract. No. IN WITNESS WHEREOF, the parties have hereunto set their hands on the day and year first above written. AO GOVERNMENT OF THE VIRGIN ISLANDS Nelson M. Petty Jr., P.E., Commissioner Date Department of Public Works Gaon | Bl ” Anthorsg D. Thomas, Commissioner VA Fé Nl Department of Property and Procurement CONTRACTOR tate rab fit Mla ALt f tel) 9 ; f mn Bradford E. Marshall d/b/a Date — F Mars Construction Consultants (Corporate seal, if Contractor is a corporation) APPROUNOTAX XXXXXX XXAX EERE NY YYYNY HOAX AXXXXXXXXXXXXXXXK INOUE. rE leleisiois’ 1 o.8 APPROVED AS TO LEGAL SUFFICHINCY 4 /49 DEPARTMENT OF JUSTICE BY. Date / 1 PURCHASE ORDER NO. CERTIFICATE OF APPROVAL | hereby certify that this is a true and exact copy of Contract No. entered into between the Department of Property and Procurement and _Bradford Marshall d/b/a Mars Construction Consultants Anthony D. Thomas, Commissioner Department of Property and Procurement Contract No. * e ( AI p p @ ¢ j a Contractor’s Initials: “Bag